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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934
(Amendment No. 1)
NORTH AMERICAN PALLADIUM, LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
656912102
(CUSIP Number)
David Nowak
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 363-9491
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
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CUSIP No. 656912102 |
SCHEDULE 13D |
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Names of Reporting Persons | ||||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
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(a) |
o | |||||
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(b) |
x — Joint Filing | |||||
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SEC Use Only | ||||||
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Source of Funds (See Instructions) | ||||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | ||||||
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Citizenship or Place of Organization | ||||||
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Number of |
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Sole Voting Power | ||||||
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Shared Voting Power | |||||||
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9 |
Sole Dispositive Power | |||||||
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Shared Dispositive Power | |||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||
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Percent of Class Represented by Amount in Row (11) | ||||||
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Type of Reporting Person (See Instructions) | ||||||
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CUSIP No. 656912102 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | ||||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
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(a) |
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(b) |
x — Joint Filing | |||||
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SEC Use Only | ||||||
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4 |
Source of Funds (See Instructions) | ||||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | ||||||
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6 |
Citizenship or Place of Organization | ||||||
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Number of |
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Sole Voting Power | ||||||
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Shared Voting Power | |||||||
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9 |
Sole Dispositive Power | |||||||
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10 |
Shared Dispositive Power | |||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||||
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Type of Reporting Person (See Instructions) | ||||||
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CUSIP No. 656912102 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | ||||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
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(a) |
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(b) |
x — Joint Filing | |||||
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3 |
SEC Use Only | ||||||
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4 |
Source of Funds (See Instructions) | ||||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | ||||||
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6 |
Citizenship or Place of Organization | ||||||
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Number of |
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Sole Voting Power | ||||||
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Shared Voting Power | |||||||
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Sole Dispositive Power | |||||||
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10 |
Shared Dispositive Power | |||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||
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Percent of Class Represented by Amount in Row (11) | ||||||
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Type of Reporting Person (See Instructions) | ||||||
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CUSIP No. 656912102 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | ||||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
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(a) |
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(b) |
o | |||||
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SEC Use Only | ||||||
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4 |
Source of Funds (See Instructions) | ||||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | ||||||
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6 |
Citizenship or Place of Organization | ||||||
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Number of |
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Sole Voting Power | ||||||
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8 |
Shared Voting Power | |||||||
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9 |
Sole Dispositive Power | |||||||
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10 |
Shared Dispositive Power | |||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||||
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Type of Reporting Person (See Instructions) | ||||||
EXPLANATORY NOTE
This Amendment No.1 to Schedule 13D is being filed to reflect the acquisition by BCP III NAP L.P. (“BCP”) of 7,9232,124 common shares of (“NAP Shares”) of North American Palladium Ltd. (“NAP”) pursuant to a rights offering (the “Rights Offering”) carried out under a court approved statutory plan of arrangement in accordance with section 192 of the Canada Business Corporations Act (the “Arrangement”). Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No.1.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of this Schedule 13D is hereby supplemented as follows:
On September 14, 2015, BCP acquired an aggregate of 7,923,124 NAP Shares pursuant to a rights offering carried out under the Arrangement. These NAP Shares included 226,131 NAP Shares issued to BCP as consideration for BCP purchasing NAP shares which remained unsubscribed for by holders of rights at the expiry of the Rights Offering, pursuant to a backstop agreement between Brookfield and NAP dated June 18, 2015 ( the “Backstop Agreement”). The NAP Shares were acquired at a subscription price of $5.97 per NAP Share.
Item 5. Interest in Securities of the Issuer
Item 5 of this Schedule 13D is hereby amended as follows:
(a)-(b) As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of 53,459,128 NAP Shares and such NAP Shares represent approximate 92.0% of the issued and outstanding NAP Shares based on the number of NAP Shares outstanding as of September 14, 2015.
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: September 16, 2015
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BCP III NAP L.P., by its administrative general partner, BROOKFIELD CAPITAL PARTNERS LTD. | ||
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By: |
/s/ Jaspreet Dehl | |
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Name: |
Jaspreet Dehl |
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Title |
Senior Vice President and Secretary |
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By: |
/s/ David Nowak | |
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Name: |
David Nowak |
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Title: |
Managing Partner |
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BROOKFIELD CAPITAL PARTNERS LTD. | ||
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By: |
/s/ Jaspreet Dehl | |
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Name: |
Jaspreet Dehl |
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Title |
Senior Vice President and Secretary |
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By: |
/s/ David Nowak | |
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Name: |
David Nowak |
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Title: |
Managing Partner |
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BROOKFIELD ASSET MANAGEMENT INC. | ||
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By: |
/s/ A.J. Silber | |
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Name: |
A.J. Silber |
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Title |
Vice President, Legal Affairs and Corporate Secretary |
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PARTNERS LIMITED | ||
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By: |
/s/ Derek E. Gorgi | |
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Name: |
Derek E. Gorgi |
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Title: |
Assistant Secretary |
SCHEDULE I
BROOKFIELD CAPITAL PARTNERS LTD.
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Name and Position of |
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Principal Business |
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Principal Occupation or |
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Citizenship |
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Jaspreet Dehl, Director and Senior Vice President and Secretary |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 |
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Senior Vice President of Brookfield |
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Canada |
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Joseph Freedman, Director and Senior Managing Partner |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 |
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Senior Managing Partner of Brookfield |
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Canada |
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David Nowak, Director and Managing Partner |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 |
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Managing Partner of Brookfield |
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Canada |
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Peter Gordon, Managing Partner |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 |
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Managing Partner of Brookfield |
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Canada |
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David Gregory, Vice President |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 |
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Vice President of Brookfield |
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Canada |
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Jon Haick, Senior Managing Partner |
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99 Bishopsgate London, UK EC2M 3XD |
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Senior Managing Partner of Brookfield and the Chief Executive Officer of Brookfield Europe. |
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Canada |
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Aaron Kline, Vice President |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 |
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Senior Vice President of taxation of Brookfield |
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Canada |
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Cyrus Madon, Senior Managing Partner |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 |
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Senior Managing Partner of Brookfield |
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Canada |
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Pierre McNeil, Senior Vice President |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 |
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Senior Vice President and Chief Operating Officer of Brookfield’s private equity group |
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Canada |
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Jim Reid, Managing Partner |
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335 8th Avenue SW, Calgary, AB T2P 1C9 |
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Managing Partner of Brookfield |
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Canada |
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Dean Schultz, Vice President |
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335 8th Avenue SW, Calgary, AB T2P 1C9 |
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Vice President of Brookfield |
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Canada |
SCHEDULE II
BROOKFIELD ASSET MANAGEMENT INC.
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Name and Position of |
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Principal Business |
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Principal Occupation or |
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Citizenship |
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Jeffrey M. Blidner, Senior Managing Partner |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner of Brookfield |
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Canada |
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Angela F. Braly |
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832 Alverna Drive, Indianapolis, Indiana 46260 |
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President & Founder, The Braly Group, LLC |
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U.S.A. |
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Jack L. Cockwell, Director |
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51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada |
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Group Chair of Brookfield |
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Canada |
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Marcel R. Coutu, Director |
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335 8th Avenue SW, Suite 1700 Calgary, Alberta T2P 1C9, Canada |
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Former President and Chief Executive Officer of Canadian Oil Sands Limited |
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Canada |
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J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner and Chief Executive Officer of Brookfield |
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Canada |
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Robert J. Harding, Director |
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Brookfield Global Infrastructure Advisory Board 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada |
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Past Chairman of Brookfield |
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Canada |
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Maureen Kempston Darkes, Director |
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c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A2, Canada |
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Corporate Director of Brookfield and former President, Latin America, Africa and Middle East, General Motors Corporation |
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Canada |
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David W. Kerr, Director |
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c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada |
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Chairman, Halmont Properties Corp. |
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Canada |
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Brian D. Lawson, Senior Managing Partner and Chief Financial Officer |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner and Chief Financial Officer of Brookfield |
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Canada |
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Lance Liebman, Director |
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Columbia Law School, 435 West 116th Street, New York, New York 10027 —7297, U.S.A. |
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William S. Beinecke Professor of Law |
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U.S.A. |
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Philip B. Lind, Director |
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Rogers Communications Inc. 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada |
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Co-Founder and Director of Rogers Communications Inc. |
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Canada |
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Frank J. McKenna, Director |
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TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada |
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Chair of Brookfield and Deputy Chair of TD Bank Group |
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Canada |
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Youssef A. Nasr, Director |
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P.O. Box 16 5927, Beirut, Lebanon |
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Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil |
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Lebanon and U.S.A. |
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Lord Augustine Thomas O’Donnell |
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P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower Toronto, Ontario M5K 1A2, Canada |
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Chairman of Frontier Economics and Strategic Advisor, TD Bank Group |
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United Kingdom |
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Samuel J.B. Pollock, Senior Managing Partner |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner of Brookfield |
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Canada |
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Ngee Huat Seek, Director |
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168 Robinson Road #37 — 01 Capital Tower Singapore 068912 |
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Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation |
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Singaporean |
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Diana L. Taylor, Director |
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Solera Capital L.L.C 625 Madison Avenue, 3rd Floor |
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Vice Chair, Solera Capital LLC |
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U.S.A. |
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New York, N.Y. 10022 |
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George S. Taylor, Director |
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c/o R.R. #3, 4675 Line 3, St. Marys,Ontario N4X 1C6, Canada |
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Corporate Director of Brookfield |
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Canada |
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A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Vice-President, Legal Affairs and Corporate Secretary of Brookfield |
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Canada |
SCHEDULE III
PARTNERS LIMITED
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Name and Position of |
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Principal Business |
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Principal Occupation or |
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Citizenship |
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Jack. L. Cockwell, Director and Chairman |
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51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada |
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Group Chair of Brookfield |
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Canada |
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J. Bruce Flatt, Director |
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181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3 |
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Senior Managing Partner and Chief Executive Officer of Brookfield Asset Management Inc. |
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Canada |
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David W. Kerr, Director |
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c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada |
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Chairman, Halmont Properties Corp. |
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Canada |
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Brian D. Lawson, Director and President |
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Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner and Chief Financial Officer of Brookfield |
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Canada |
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George E. Myhal, Director |
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Partners Value Fund Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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President and CEO, Partners Value Fund Inc. |
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Canada |
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Timothy R. Price, Director |
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c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada |
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Chairman, Brookfield Funds |
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Canada |
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Samuel J.B. Pollock, Director |
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Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner |
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Canada |
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Tony E. Rubin, Treasurer |
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51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada |
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Accountant |
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Canada |
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Lorretta Corso, Secretary |
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Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Corporate Secretarial Administrator |
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Canada |
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Derek Gorgi, Assistant Secretary |
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Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Senior Vice President |
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Canada |